exv10w2





EXHIBIT 10.2




CONFIDENTIAL
TREATMENT REQUESTED







CORE AMENDMENT

TO

VENDOR AGREEMENT




THIS CORE AMENDMENT to VENDOR AGREEMENT is dated the 31st day of March, 2009
(“Amendment”), and is attached and made part of the Vendor Agreement dated March 31, 2009 (the
“Vendor Agreement”), by and between AutoZone Parts, Inc. (“AutoZone”) and Motorcar Parts of
America, Inc. (“MPA”), and is likewise incorporated in and made a part of any subsequent amendment
to the Vendor Agreement or superceding Vendor Agreement between Vendor and AutoZone. All
capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.





	1.	 	The parties hereby agree that the Agreement is hereby modified follows:





     (a) On March 31, 2009, (the “Effective Date”), MPA agrees to purchase approximately
[*] of alternator and starter cores from AutoZone (“Cores”). The Cores are identified on
Exhibit A of this Amendment.



     (b) MPA hereby promises to pay to the order of AutoZone approximately [*] for the
Cores (“Core Credit Amount”), which amount will be agreed to by the parties no later than May 2,
2009.



     (c) Notwithstanding the foregoing and for so long as no Event of Default (as defined below)
exist hereunder, AutoZone hereby agrees to take, in lieu of installment or lump sum payments from
MPA for the Core Credit Amount, monthly credits for the Core Credit Amount commencing May 2, 2009,
and continuing through August 2, 2009, period as follows:



	 	 	 	 	 
	Date	 	Credit Amount	 
	May 2, 2009
	 	 	[*]	 
	June 2, 2009
	 	 	[*]	 
	July 2, 2009
	 	 	[*]	 
	August 2, 2009
	 	 	[*]	 
	 
	 	 	 	 
	Total
	 	 	[*]	 





Any adjustment necessary to reflect the actual amount of the Core Credit Amount shall be reflected
in the August 2, 2009 final credit amount. These credits shall be credited against Vendor invoices
for purchases by AutoZone and its subsidiaries and affiliates. MPA shall issue all applicable
credits for the Core Credit Amount to AutoZone no later than August 2, 2009. AutoZone shall be
entitled to offset all or a portion of the balance of the Core Credit Amount against amounts
AutoZone owes to Vendor at any time in accordance with the terms of the Agreement.




     (d) Should Vendor fail to make any payment set forth above, MPA agrees that AutoZone shall be
entitled to seek all remedies available at law or equity in order to enforce the payment of this
obligation in order to satisfy the underlying indebtedness.



     (e) Upon default of any payment due under this Amendment or failure to pay any installment of
the Core Credit Amount required herein, the entire balance shall be immediately due and payable.
Any remedy of AutoZone upon default of MPA shall be cumulative and not exclusive and choice of
remedy shall be at the sole election of AutoZone. MPA agrees to pay all costs of collection,
including reasonable attorney’s fees, whether or not any suit, civil action, or other proceeding at
law or in equity, is commenced. MPA waives demand, presentment for payment, protest and notice of
protest and nonpayment of any amount



Page 1
of 4




This document contains confidential information of AutoZone Parts, Inc. and shall be governed by the

Confidentiality Agreement entered into between the parties.




 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.






 









 





CONFIDENTIAL
TREATMENT REQUESTED




due under this Amendment and expressly agrees to remain bound for the payment of Core Credit
Amount and other sums provided for by the terms of this Amendment, notwithstanding any extension or
extensions of the time of, or for the payment of, Core Credit Amount.




     (f) The occurrence of any of the following shall be “Events of Default” hereunder:




	 	(i)	 	MPA breaches the terms of this Amendment or the Vendor
Agreement and fails to cure the same within any applicable cure period;
	 
	 	(ii)	 	MPA is or becomes the subject of any bankruptcy, insolvency,
reorganization or appointment of receiver petition or proceeding (whether
voluntary or involuntary) and such petition or proceeding is not dismissed
within 30 days of the commencement of the same; or
	 
	 	(iii)	 	MPA admits in writing insolvency or the inability to pay its
debts generally as they become due.






	2.	 	The parties hereby agree that the following documents are hereby attached to and incorporated
into the Vendor Agreement by reference (the “Additional Documents”):






	 	•	 	Amendment No. 1 to Vendor Agreement dated August 22, 2006
	 
	 	•	 	Addendum No. 1 to Amendment No. 1 to Vendor Agreement dated January 8, 2007
	 
	 	•	 	Lift Addendum #1 to Vendor Agreement dated July 7, 2008






	3.	 	This Amendment shall take precedence in the event any terms and conditions of the Vendor
Agreement or the Additional Documents conflicts herewith. Except as provided herein, all other
terms and conditions of the Vender Agreement and the Additional Documents shall remain in full
force and effect and are hereby ratified and confirmed.





     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the
31st day of March, 2009.



	 	 	 	 	 	 	 	 
	MOTORCAR PARTS OF AMERICA, INC.
	 	AUTOZONE PARTS, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Selwyn Joffe
	 	By:
	 	/s/ [*]
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Selwyn Joffe
	 	Name:
	 	[*]
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	CEO, President, Chairman
	 	Title:
	 	VP Merchandising
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	4/22/09
	 	Date:
	 	4/27/09
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ [*]
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	[*]
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	SVP Merchandising
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Date:
	 	4/27/09
	 

	 	 	 	 	 	 





Page 2
of 4




This document contains confidential information of AutoZone Parts, Inc. and shall be governed by the

Confidentiality Agreement entered into between the parties.





 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.





 









 







CONFIDENTIAL
TREATMENT REQUESTED




EXHIBIT A




Cores being Devalued




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Total Inv as	 	 	 	 
	Sku	 	Part #	 	Desc	 	of 3-20	 	Core Value	 	Core Value Ext.
	 	873323	 	 	 	16726	 	 	REMAN IMPORT STARTER
	 	 	—	 	 	 	[*]	 	 	 	[*]	 
	 	536611	 	 	 	17794	 	 	REMAN IMPORT STARTER
	 	 	19	 	 	 	[*]	 	 	 	[*]	 
	 	536613	 	 	 	17794	 	 	REMAN IMPORT STARTER
	 	 	16	 	 	 	[*]	 	 	 	[*]	 
	 	181002	 	 	 	17734	 	 	REMAN IMPORT STARTER
	 	 	4	 	 	 	[*]	 	 	 	[*]	 
	 	680991	 	 	 	16769	 	 	REMAN IMPORT STARTER
	 	 	1	 	 	 	[*]	 	 	 	[*]	 
	 	681411	 	 	 	14784	 	 	REMAN IMPORT
ALTERNATOR
	 	 	1	 	 	 	[*]	 	 	 	[*]	 
	 	427611	 	 	 	17788	 	 	REMAN IMPORT STARTER
	 	 	1	 	 	 	[*]	 	 	 	[*]	 
	 	860890	 	 	 	16827	 	 	REMAN IMPORT STARTER
	 	 	225	 	 	 	[*]	 	 	 	[*]	 
	 	536602	 	 	 	13957	 	 	REMAN IMPORT
ALTERNATOR
	 	 	45	 	 	 	[*]	 	 	 	[*]	 
	 	336495	 	 	 	16211	 	 	REMAN IMPORT STARTER
	 	 	333	 	 	 	[*]	 	 	 	[*]	 
	 	536597	 	 	 	13879	 	 	REMAN IMPORT
ALTERNATOR
	 	 	55	 	 	 	[*]	 	 	 	[*]	 
	 	536601	 	 	 	13879	 	 	REMAN IMPORT
ALTERNATOR
	 	 	4	 	 	 	[*]	 	 	 	[*]	 
	 	536598	 	 	 	13882	 	 	REMAN IMPORT
ALTERNATOR
	 	 	384	 	 	 	[*]	 	 	 	[*]	 
	 	860809	 	 	 	16676	 	 	REMAN IMPORT STARTER
	 	 	1,264	 	 	 	[*]	 	 	 	[*]	 
	 	536610	 	 	 	17827	 	 	REMAN IMPORT STARTER
	 	 	3	 	 	 	[*]	 	 	 	[*]	 
	 	180882	 	 	 	13582	 	 	REMAN IMPORT
ALTERNATOR
	 	 	19	 	 	 	[*]	 	 	 	[*]	 
	 	25231	 	 	 	14022	 	 	REMAN IMPORT
ALTERNATOR
	 	 	1	 	 	 	[*]	 	 	 	[*]	 
	 	873679	 	 	 	16966	 	 	REMAN IMPORT STARTER
	 	 	1,460	 	 	 	[*]	 	 	 	[*]	 
	 	95133	 	 	 	13140	 	 	REMAN IMPORT
ALTERNATOR
	 	 	2	 	 	 	[*]	 	 	 	[*]	 
	 	860866	 	 	 	16712	 	 	REMAN IMPORT STARTER
	 	 	1	 	 	 	[*]	 	 	 	[*]	 
	 	681312	 	 	 	14085	 	 	REMAN IMPORT
ALTERNATOR
	 	 	—	 	 	 	[*]	 	 	 	[*]	 
	 	410990	 	 	 	13780	 	 	REMAN IMPORT
ALTERNATOR
	 	 	53	 	 	 	[*]	 	 	 	[*]	 
	 	180926	 	 	 	13597	 	 	REMAN IMPORT
ALTERNATOR
	 	 	—	 	 	 	[*]	 	 	 	[*]	 
	 	424781	 	 	 	15978	 	 	REMAN IMPORT
ALTERNATOR
	 	 	44	 	 	 	[*]	 	 	 	[*]	 
	 	180979	 	 	 	17730	 	 	REMAN IMPORT STARTER
	 	 	136	 	 	 	[*]	 	 	 	[*]	 
	 	860684	 	 	 	16740	 	 	REMAN IMPORT STARTER
	 	 	1	 	 	 	[*]	 	 	 	[*]	 
	 	860163	 	 	 	14037	 	 	REMAN IMPORT
ALTERNATOR
	 	 	7	 	 	 	[*]	 	 	 	[*]	 
	 	424778	 	 	 	13813	 	 	REMAN IMPORT
ALTERNATOR
	 	 	9	 	 	 	[*]	 	 	 	[*]	 
	 	336420	 	 	 	16674	 	 	REMAN IMPORT STARTER
	 	 	5,483	 	 	 	[*]	 	 	 	[*]	 
	 	5766	 	 	 	16922	 	 	REMAN IMPORT STARTER
	 	 	3,983	 	 	 	[*]	 	 	 	[*]	 
	 	536594	 	 	 	15123	 	 	REMAN IMPORT
ALTERNATOR
	 	 	15	 	 	 	[*]	 	 	 	[*]	 
	 	536595	 	 	 	15123	 	 	REMAN IMPORT
ALTERNATOR
	 	 	377	 	 	 	[*]	 	 	 	[*]	 
	 	5781	 	 	 	16958	 	 	REMAN IMPORT STARTER
	 	 	—	 	 	 	[*]	 	 	 	[*]	 
	 	68997	 	 	 	13547	 	 	REMAN IMPORT
ALTERNATOR
	 	 	25	 	 	 	[*]	 	 	 	[*]	 
	 	860254	 	 	 	16362	 	 	REMAN IMPORT STARTER
	 	 	—	 	 	 	[*]	 	 	 	[*]	 
	 	18237	 	 	 	16259	 	 	REMAN IMPORT STARTER
	 	 	2	 	 	 	[*]	 	 	 	[*]	 
	 	873786	 	 	 	16914	 	 	REMAN IMPORT STARTER
	 	 	4,568	 	 	 	[*]	 	 	 	[*]	 
	 	61492	 	 	 	14412	 	 	REMAN IMPORT
ALTERNATOR
	 	 	195	 	 	 	[*]	 	 	 	[*]	 
	 	334375	 	 	 	14199	 	 	REMAN IMPORT
ALTERNATOR
	 	 	1	 	 	 	[*]	 	 	 	[*]	 
	 	424780	 	 	 	13784	 	 	REMAN IMPORT
ALTERNATOR
	 	 	226	 	 	 	[*]	 	 	 	[*]	 
	 	871566	 	 	 	14576	 	 	REMAN IMPORT
ALTERNATOR
	 	 	1	 	 	 	[*]	 	 	 	[*]	 
	 	681163	 	 	 	16696	 	 	REMAN IMPORT STARTER
	 	 	2,561	 	 	 	[*]	 	 	 	[*]	 
	 	25091	 	 	 	13422	 	 	REMAN IMPORT
ALTERNATOR
	 	 	—	 	 	 	[*]	 	 	 	[*]	 
	 	79657	 	 	 	16586	 	 	REMAN IMPORT STARTER
	 	 	2,163	 	 	 	[*]	 	 	 	[*]	 
	 	410991	 	 	 	13812	 	 	REMAN IMPORT
ALTERNATOR
	 	 	62	 	 	 	[*]	 	 	 	[*]	 
	 	410981	 	 	 	13818	 	 	REMAN IMPORT
ALTERNATOR
	 	 	52	 	 	 	[*]	 	 	 	[*]	 
	 	681197	 	 	 	16908	 	 	REMAN IMPORT STARTER
	 	 	21	 	 	 	[*]	 	 	 	[*]	 
	 	681262	 	 	 	13034	 	 	REMAN IMPORT
ALTERNATOR
	 	 	10	 	 	 	[*]	 	 	 	[*]	 





Page 3
of 4





This document contains confidential information of AutoZone Parts, Inc. and shall be governed by the

Confidentiality Agreement entered into between the parties.





 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.







 












 





CONFIDENTIAL
TREATMENT REQUESTED





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Inv as	 	 	 	 
	Sku	 	Part#	 	Desc	 	of 3-20	 	Core Value	 	Core Value Ext.
	336404	 	16585	 	REMAN IMPORT STARTER
	 	 	742	 	 	[*]	 	[*]
	981175	 	12128	 	REMAN IMPORT STARTER
	 	 	79	 	 	[*]	 	[*]
	5770	 	16880	 	REMAN IMPORT STARTER
	 	 	145	 	 	[*]	 	[*]
	61029	 	12373Z	 	REMAN IMPORT STARTER
	 	 	1	 	 	[*]	 	[*]
	427606	 	17790Z	 	REMAN IMPORT STARTER
	 	 	—	 	 	[*]	 	[*]
	411032	 	15479Z	 	REMAN IMPORT ALTERNATOR
	 	 	2	 	 	[*]	 	[*]
	69002	 	13499Z	 	REMAN IMPORT ALTERNATOR
	 	 	10	 	 	[*]	 	[*]
	873448	 	16797	 	REMAN IMPORT STARTER
	 	 	1	 	 	[*]	 	[*]
	860262	 	16353	 	REMAN IMPORT STARTER
	 	 	393	 	 	[*]	 	[*]
	860304	 	16299	 	REMAN IMPORT STARTER
	 	 	806	 	 	[*]	 	[*]
	334474	 	14341	 	REMAN IMPORT ALTERNATOR
	 	 	698	 	 	[*]	 	[*]
	336537	 	16600	 	REMAN IMPORT STARTER
	 	 	181	 	 	[*]	 	[*]
	336511	 	16251	 	REMAN IMPORT STARTER
	 	 	3	 	 	[*]	 	[*]
	873349	 	16736	 	REMAN IMPORT STARTER
	 	 	9	 	 	[*]	 	[*]
	860775	 	16821	 	REMAN IMPORT STARTER
	 	 	1,110	 	 	[*]	 	[*]
	860593	 	14593	 	REMAN IMPORT ALTERNATOR
	 	 	342	 	 	[*]	 	[*]
	18179	 	14728	 	REMAN IMPORT ALTERNATOR
	 	 	14	 	 	[*]	 	[*]
	334490	 	13055	 	REMAN IMPORT ALTERNATOR
	 	 	8	 	 	[*]	 	[*]
	870154	 	14331	 	REMAN IMPORT ALTERNATOR
	 	 	2	 	 	[*]	 	[*]
	5755	 	14326	 	REMAN IMPORT ALTERNATOR
	 	 	1	 	 	[*]	 	[*]
	873828	 	16792	 	REMAN IMPORT STARTER
	 	 	1	 	 	[*]	 	[*]
	536593	 	15120	 	REMAN IMPORT ALTERNATOR
	 	 	59	 	 	[*]	 	[*]
	536600	 	13878Z	 	REMAN IMPORT ALTERNATOR
	 	 	15	 	 	[*]	 	[*]
	276014	 	16878	 	REMAN IMPORT STARTER
	 	 	2,746	 	 	[*]	 	[*]
	112172	 	13341	 	REMAN IMPORT ALTERNATOR
	 	 	6,272	 	 	[*]	 	[*]
	681239	 	16963	 	REMAN IMPORT STARTER
	 	 	4,197	 	 	[*]	 	[*]
	873752	 	16856	 	REMAN IMPORT STARTER
	 	 	925	 	 	[*]	 	[*]
	17568	 	15692	 	REMAN IMPORT ALTERNATOR
	 	 	3,873	 	 	[*]	 	[*]
	5756	 	15618	 	REMAN IMPORT ALTERNATOR
	 	 	4,628	 	 	[*]	 	[*]
	60979	 	12318	 	REMAN IMPORT STARTER
	 	 	—	 	 	[*]	 	[*]
	410971	 	13717	 	REMAN IMPORT ALTERNATOR
	 	 	23	 	 	[*]	 	[*]
	981142	 	16901	 	REMAN IMPORT STARTER
	 	 	2,755	 	 	[*]	 	[*]
	860668	 	16732	 	REMAN IMPORT STARTER
	 	 	59	 	 	[*]	 	[*]
	681189	 	16901	 	REMAN IMPORT STARTER
	 	 	—	 	 	[*]	 	[*]
	180900	 	13596	 	REMAN IMPORT ALTERNATOR
	 	 	10	 	 	[*]	 	[*]
	873281	 	16711	 	REMAN IMPORT STARTER
	 	 	138	 	 	[*]	 	[*]
	860882	 	16832	 	REMAN IMPORT STARTER
	 	 	4	 	 	[*]	 	[*]
	870352	 	14402	 	REMAN IMPORT ALTERNATOR
	 	 	19	 	 	[*]	 	[*]
	25244	 	14610	 	REMAN IMPORT ALTERNATOR
	 	 	1	 	 	[*]	 	[*]
	999755	 	15679	 	REMAN IMPORT ALTERNATOR
	 	 	1	 	 	[*]	 	[*]
	181001	 	17732	 	REMAN IMPORT STARTER
	 	 	497	 	 	[*]	 	[*]
	860221	 	16164	 	REMAN IMPORT STARTER
	 	 	—	 	 	[*]	 	[*]
	Total	 	 	54,603	 	 	 	 	[*]






Page 4 of 4




This document contains confidential information of AutoZone Parts, Inc. and shall be governed by the

Confidentiality Agreement entered into between the parties.





 





			
	[*] =	 	CONFIDENTIAL TREATMENT REQUESTED. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.